rules of engagement - io.energy ecosystem · rules of engagement ... allow new capabilities for...

Cresco – Confidential – February 13, 2019

Rules of Engagement

IO.E ECOSYSTEM

13 FEBRUARY 2019


2

A. PREAMBLES

A.1. Definitions and interpretation

Unless otherwise defined herein, the following words or expressions, as used in these

rules of engagement (the “Rules of Engagement”), shall have the following meanings:

“Active Consumers” means all active (residential, commercial,

communities or public) consumers who consume

and/or produce electricity;

“Article” means an article of these Rules of Engagement;

“MW Participant(s)” means the MegaWatt Participants set forth in

Article B.3.2.3.;

“Chairman” has the meaning set forth in Article B.4.4.;

“Code of Conduct” means the code of conduct of the IO.E

Ecosystem to be reviewed and approved by the

IO.E Ecosystem Board as soon as possible

following approval of these Rules of

Engagement;

“Ecosystem Execution Team” has the meaning set forth in Article B.7. of these

Rules of Engagement;

“Expert Board” has the meaning set forth in Article B.6.;

“IO.E Ecosystem Board” means the IO.E Ecosystem Board of the IO.E

Ecosystem set forth in Article B.4.;

“GW Participant(s)” means the GigaWatt Participants set forth in

Article B.3.2.3.;

“IO.E Ecosystem” means an open innovation ecosystem to share

knowledge and boost innovation in the energy

world by bringing together relevant players from

different industries, academia and startups and

provide them with project support, networking

opportunities and a knowledge sharing platform;

“IO.E Platform” means the Real-time communication platform

described in Article A.3.;


3

“Market Actors” means the Participants which are legal entities

active in the energy sector with a clearly

commercial activity, such as, but not limited to,

energy retailers, venture capital funds,

independent power producers, energy traders,

technology providers and professional service

providers;

“Participant”

“Party” or “Parties”

means the MW Participants and GW

Participants;

means all persons or legal entities (including

Participants) required to adhere to these Rules

of Engagement (including the Code of

Conduct);

“Real-time” means, with respect to the IO.E Platform, a

system in which input data is processed with

more refined granularity and frequency than any

other existing systems, so that the data is

available for the users of the system as soon as

reasonably possible;

“Regulated Actors” means the Participants which are legal entities

active in the energy sector exercising regulated

activities, i.e. the TSOs and DSOs.

A.2. Introduction

These Rules of Engagement pertain to the IO.E Ecosystem (“IO.E Ecosystem”). The IO.E

Ecosystem Board will review these Rules of Engagement as and when needed or

approve amendments whenever deemed necessary or appropriate to reflect IO.E

Ecosystem’s evolution at any time.

The IO.E Ecosystem Board is committed to upholding the highest standards of

governance within the IO.E Ecosystem as further specified under title B of these Rules

of Engagement. Good corporate performance and governance is essential to

accomplish the purpose of IO.E Ecosystem, meeting the expectations of IO.E

Ecosystem’s stakeholders and attaining long-term and sustainable growth.

Therefore, IO.E Ecosystem has adopted accountability, transparency, fairness, ethics

and integrity as the cornerstones of IO.E Ecosystem’s governance framework which

includes (i) the present Rules of Engagement and (ii) the Code of Conduct.


4

A.3. Internet meets Energy

Two drivers will profoundly change the way the energy system is managed: (i) the

energy transition and (ii) the digital revolution.

On the one hand, Europe is committed to decarbonise its society, with a target of at

least an 80% reduction in greenhouse gas emissions by 2050 (compared to 1990 levels).

On its way to achieving this, Europe aims to reduce its greenhouse gas emissions by at

least 40% by 2030.

Particularly in the electricity sector, the transition is characterized by the deployment

of increasing, variable renewables, more decentralised production and further

electrification, and increased supranational coordination with further European

market integration. Moreover, all decarbonisation scenarios show an increase in

decentralised generation and electrification compared to today’s levels. Steep

decrease in costs of power technology (e.g. solar PV, electric vehicles, batteries) will

enable consumers to evolve from passive into active players in the future power

system. Succeeding in the energy transition means that consumers - both industries

and households - enjoy the benefits of having clean, competitive and secure

electricity.

Delivering the above-mentioned benefits requires the acceleration the European,

National and Regional policies and strong support from our society as demonstrated

by the recent demonstrations in our streets.

On the other hand, in recent years, we have seen the emergence of new

technologies that are contributing to the fast-paced digitalization of our society. They

allow new capabilities for improving the gathering, transfer, processing and

visualization of data, as well as automating decisions and actions.

The digital revolution will make data platforms and information systems among the

most critical elements in achieving the secure and efficient functioning of an

increasingly

complex system. For example, decentralised technologies such as Blockchain might

transform the way data are stored and used. Artificial Intelligence might change the

way we look at the balance between supply and demand, and help us gather new

insights to enable us to better manage the future system.

Digital technologies can help to bridge the gap between the important role the

consumers have to play and their natural disinterest in the intricacies of the energy

system. Automation is therefore an advantage to put the consumer-at-the-center

ofthe energy system.


5

As stressed by the European Commission in its communication “Clean Energy for all

Europeans”, Europe sees consumers as active and central players in the energy

markets of the future so they can fully benefit from the energy transition. The consumer-

at-the-center means consumers not only benefiting from clean, competitive and

secure electricity. It also means free choice of when to produce, consume, store and

sell their electricity: energy becomes a service.

This means consumers requiring services to allow them to optimise their energy bill,

keep the comfort at home, and to have the ability to benefits from the technological

investments they made. In other words, market actors providing consumers with a vast

offer of competitive energy services that are tailored to their needs.

As a foundation for the creation of new energy services, exchange of information

close to Real-time needs to be explored.

As a first step in this exploration, the “IO.E Platform” is an “open and secured Real-time

communication platform” that provides Real-time secured routing and exchange of

information between authenticated energy actors, ranging from the Market Actors,

to Regulated Actors and Active Consumers.

The Platform provides open access to anyone that is authenticated. Access to specific

data streams will be subject to prior consent of the data owner, which can be

managed digitally. Cyber security constitutes a very important design criterion and

should be present in any commercial design: the Platform ensures authenticate users,

watch over data integrity, ensure the confidentiality of all data, etc.

A.4. Vision of IO.E Ecosystem

The Participants acknowledge and agree that the purpose of the IO.E Ecosystem is to

build together use cases to explore what the energy services of the future might be.

IO.E Ecosystem should at all times be an open innovation ecosystem to share

knowledge and boost innovation in the energy world, and create the environment to

build, test and learn from new energy applications and new digital tools for a more

efficient system operation. It brings together relevant players from industry, academia

and startups and provides them with project support, networking opportunities and a

knowledge-sharing platform.

The Participants further acknowledge and agree that at this point in time they do not

know how the energy transition will unfold and what will be the needs of every actor

in it. The Parties do however know that there will be an increased need for Real-time

data exchanges and that time is essential.


6

The Participants acknowledge and agree that the Internet of Energy is implemented

and operated by the Regulated Actors, whereby such Regulated Actors will ensure

that the IO.E Platform remains accessible to everyone.

A.5. Purpose of IO.E Ecosystem and Rules of Engagement

The IO.E Ecosystem aims to:

(i) have the Regulated Actors build and develop the IO.E Platform in

accordance with the principles set forth in Article A.4.;

(ii) have the Participants participate in ideation activities within the IO.E

Ecosystem to shape innovative use cases on the IO.E Platform;

(iii) have energy actors, academic institutions and cities join forces to promote

and support the IO.E Ecosystem for maximum impact;

(iv) serve as a platform for common initiatives around infrastructure/grid, utilities

and sandboxes for the platform economy and closely collaborate with

broader initiatives supporting the start-up economy; and

(v) explore joint opportunities offered by digital transformation and jointly

promote the Belgian digital platform know-how for internal and export

purposes.

All Participants are obliged to adhere to these Rules of Engagement, which reflect:

• Eligibility criteria to participate to the IO.E Ecosystem;

• Different engagement levels and associated rights and obligations;

• Governance model; and

• Code of Conduct.

It is imperative for the Rules of Engagement to enable at all times the safeguarding of

open innovation in all initiatives.

A.6. Timeline of the IO.E Ecosystem

The IO.E Ecosystem activities will run over a period of approximately 9 months and are

organized in two phases, i.e. (i) an Ideation Phase and (ii) a Sandboxing Phase, which

will be organised based on the details as set forth in Article B.3.2.4 and B.3.2.5 of these

Rules of Engagement.


7

• The Ideation Phase will start around mid-March and will end around mid-May. All

Participants who confirmed their intention to engage as a GW Participant in the

IO.E Ecosystem, will be able to participate in the Ideation Phase. During the

Ideation Phase, Participants will be coached by the Ecosystem Execution Team

and additional service providers to build use cases.

• After completion of the Ideation Phase and upon advice of the Expert Board to

the IO.E Ecosystem Board, the validated use cases will be provided the opportunity

to enter into the Sandboxing Phase, which will run over a period of approximately

3 to 6 months. In order to enter the Sandboxing Phase, all GW Participants will

conclude a separate MoU per use case.

B. GOVERNANCE STRUCTURE

B.1. The IO.E Ecosystem shall adopt a clear governance structure

The governance model of the IO.E Ecosystem is further specified hereinafter in Article

B.2., B.4. through B.7. of these Rules of Engagement.

B.2. General Behavioral Principles

The IO.E Ecosystem supports the creation of a unique ecosystem between the

Participants.

The Participants will always conduct those of their activities as Participants of the IO.E

Ecosystem in accordance with these Rules of Engagement, provided that at all times,

they will remain free to engage in their activities outside of IO.E Ecosystem.

The IO.E Ecosystem will not engage in lobbying activities for any of the Participants,

nor will it undertake any commercial activities competing with other initiatives of its

Participants.

Initiatives taken by Participants within the framework of IO.E Ecosystem’s activities shall

always comply with the conflict of interest rules provided for in the Code of Conduct.

As some Participants may be competitors, in order to avoid any wrongdoing as well

as any perceived wrongdoing through IO.E Ecosystem activities, the Participants will

not sponsor, facilitate, or knowingly be a party to any group agreements prohibited

by applicable national and European law, whether express or implied.

Each Participant will continue to make independent decisions regarding issues related

to all business and competitive issues.

No Participant will be required to provide any information regarding its practices and

policies.


8

Furthermore, Participants will refrain from discussing the following during meetings or

activities:

their own or others' prices or fees for service, or anything that might affect prices or

fees, such as costs, discounts, terms of sale, or profit margins;

any type of agreement not to compete in particular geographic territories; or

any matter or statement that may involve competitively sensitive information.

B.3. Participants

B.3.1. General Participant requirements

Entities can become Participants within IO.E Ecosystem if they meet the following

requirements:

(a) have a strategic value for IO.E Ecosystem;

(b) be deemed useful and not harmful to the neutrality of the IO.E Ecosystem by

the IO.E Ecosystem Board;

(c) sign up to, and abide by, the present Rules of Engagement and the Code of

Conduct; and

(d) any additional, non-discretionary criteria which may be determined by the IO.E

Ecosystem Board.

The IO.E Ecosystem Board has made a basic distinction depending on the size of the

Participant, as follows:

• SMEs (e.g. start-ups and scale-ups) are not required to have operational

activities in Belgium;

• Non-SMEs required to have operational activities in Belgium.

Reference is made in this respect to the SME definition (< 250 headcount) used in the

EU Commission recommendation (https://ec.europa.eu/growth/smes/business-

friendly-environment/sme-definition_en).

Entities aspiring to accede to the IO.E Ecosystem as Participant are asked to send a

notice to the IO.E Ecosystem Board of IO.E Ecosystem. The notice shall be

substantiated with evidence of the aspiring Participant meeting all admission criteria.

At the meeting of the IO.E Ecosystem Board following receipt of the notice, the IO.E

Ecosystem Board shall verify that the admission criteria have been met.


9

B.3.2. Participant Engagement Levels

B.3.2.1. General Rules and Expectations

Each Participant, irrespective of their level of engagement, will commit to the following

undertakings:

• assist in building and developing the IO.Energy Ecoystem;

• agree to the governance of the IO.Energy Ecoystem; and

• adhere to the Rules of Engagement and Code of Conduct.

Participants may:

• engage in Ideation Phase immediately; and

• be part of the ecosystem and provide for information and support.

B.3.2.2. Termination

The membership of a Participant is valid until the later of end 2019 or the termination

of the IO.E Ecosystem.

Each Participant is entitled to terminate its membership of the IO.E Ecosystem at any

given time by written notice to the IO.E Ecosystem Board, effective as of the date of

receipt of such notice by the Board, provided that such termination shall not be

without prejudice to the obligations of GW Participants to continue to physically

attend all workshops organised within the Ideation Phase until the end of that phase.

B.3.2.3. MegaWatt and GigaWatt Participants

The Participants are divided in two different engagement levels.

Depending on their level of engagement, the Participants will agree to undertake the

commitments and receive the benefits set forth below:


10

MegaWatt (MW) GigaWatt (GW)

Benefits • Access to community

events

• Access to use case

take aways and lessons

learned

• Networking

opportunities

• All MW benefits

• Coaching by the

Ecosystem Execution

Team and additional

service providers for

design sprint program to

go from idea to use case

• Access to ecosystem

services

Commitments • Fulfil eligibility criteria

• Agree to general rules

applicable to

Participants

• Support the creation of

the ecosystem

• All MW commitments

• Resource to act as

active Participants in the

Ideation Phase

• Physical attendance to

workshops until end of

the Ideation Phase

B.3.2.4. Ideation Phase and use cases

During the ideation phase (the “Ideation Phase”), GW Participants will be coached by

the Ecosystem Execution Team and additional service providers in building use cases

and move from mere ideas to developed use cases.

The ideation process requires GW Participants to discuss and agree on a contractual

framework (MoU) allowing them to enter into tailored arrangements in respect of

specific use cases. Such MoU will cover:

• Purpose of Use Case;

• Intention of the parties;

• Steering Committee;

• Scope and Timing of collaboration;

• Contributions of the partners (cash/kind);

• Ownership of Background Intellectual Property Rights;

• Ownership of Foreground Intellectual Property Rights;

• Exit arrangements and impact on budget/IP rights; and

• Data protection.

In respect of the ideation workshops, GW Participants will make resources available

for active participation to the ideation process, and physically attend up to 5

workshops, taking into account as well the required preparation time.


11

Use case execution teams will actively participate in the Ideation Design Sprint

workshops to iterate the business model canvas and validate feasibility of the use

cases. Active participation is also asked in all sprint sessions of the Sandboxing Phase

described under Article B.3.4.

Finally, GW Participants are entitled to assistance by the Ecosystem Execution Team

and service providers at workshops to move from idea to use case, covering the

following aspects:

• Guidelines to create a use case;

• Expert advice (business modeling, legal, GDPR, finance, funding, energy and

technology) to shape use cases;

• Definition of scope/assumptions/budget/partners per use case; and

• Definition of a separate MoU per use case before entering the Sandboxing

Phase;

B.3.2.5. Sandboxing Phase

The sandboxing phase (the “Sandboxing Phase”) will consist of a testing environment

with Active Consumers in order to validate use cases approved by the IO.E Ecosystem

Board.

In such Sandboxing Phase Participants (i) are able to validate the use cases, and (ii)

operate as execution teams (the “Execution Teams”) in principle formed by the groups

composed earlier during the Ideation Phase.

The Execution Teams are expected to enter into further MoUs or definitive agreements

for purposes of structuring their collaboration during the Sandboxing Phase.

During the Sandboxing Phase, the Execution Teams are expected to:

• engage in several experimenting cycles following the agile methodology in order

to obtain the necessary results to implement and validate the use cases;

• co-create the technology needed to implement the use cases; and

• engage in the sprint sessions and sprint demo’s which will be hosted twice a month.

The Ecosystem Execution Team will monitor the Execution Teams during the

Sandboxing Phase by:

• coordinating and coaching the testing of the use cases; and

• ensuring adequate information exchange among Participants.


12

B.4. IO.E Ecosystem Board

B.4.1. Composition

The IO.E Ecosystem Board is composed of representatives of the Regulated Actors and

Observers who have agreed to facilitate and support the creation of the IO.E

Ecosystem.

The composition of the IO.E Ecosystem Board adheres to the following principles:

• Board composition needs to ensure that decisions are in the ecosystem’s interest;

• Board composition based on the basis of complementary skills, experience and

knowledge;

• Relatively small board (most effective to facilitate quick and effective

decisionmaking) with rotating Chairman;

• Independence of judgment is required in decision making.

The IO.E Ecosystem Board shall be entitled to appoint non-voting observers, to attend

meetings of the IO.E Ecosystem Board to provide advice and guidance to the IO.E

Ecosystem Board.

B.4.2. Responsibilities

The IO.E Ecosystem Board shall focus on the overall strategy and priorities, to ensure

that IO.E Ecosystem stays true to its founding principles.

The main responsibilities of the IO.E Ecosystem Board include, to:

(a) act as an ambassador of IO.E Ecosystem;

(b) set the overall strategy and priorities of IO.E Ecosystem;

(c) Validate IO.E Ecosystem candidate Participants upon recommendation of the

Expert Board (on the basis of clear, non-discretionary eligibility criteria);

(d) Initiate calls for IO.E Ecosystem use cases;

(e) Validate ideas for the Ideation Phase upon recommendation of the Expert

Board (on the basis of clear, non-discretionary criteria);


13

(f) Final validation of use cases for Sandboxing Phase upon recommendation of

the Expert Board (on the basis of clear, non-discretionary criteria);

(g) Supervise the Ecosystem Execution Team;

(h) approve and amend the Rules of Engagement and the Code of Conduct;

and

(i) oversee compliance with the Rules of Engagement and the Code of

Conduct.

During the meetings of the IO.E Ecosystem Board there should be sufficient time for

consideration and discussion before decision-making.

B.4.3. Functioning

All decisions of the IO. Ecosystem Board will be passed with a simple majority of votes

(i.e. with the approval of more than half of the aggregate of positive or negative votes

cast (abstentions not being considered as a vote cast)).

The members of the IO.E Ecosystem Board will in principle strive for consensus.

B.4.4. Chairman

The IO.E Ecosystem Board shall appoint, amongst the members a Chairman, which

shall rotate among the members on a three-monthly basis.

The main responsibilities of the Chairman will include to:

(a) maintain and develop a strategic vision for the IO.E Ecosystem and its activities

with the IO.E Ecosystem Board;

(b) engage and manage stakeholders across the IO.E Ecosystem, and promote

the entering into partnerships; and

(c) manage and promote the image of IO.E Ecosystem.

The Chairman shall set the agenda of the meetings of the IO.E Ecosystem Board, after

consultation with the Ecosystem Execution Team, and ensures that procedures relating

to preparatory work, deliberations, passing of resolutions and implementation of

decisions are properly followed.


14

B.5. Specialized committees

The IO.E Ecosystem Board may set up specialised advisory committees to analyse

specific issues and advise the IO.E Ecosystem Board on issues.

The decision-making remains within the collegial responsibility of the IO.E Ecosystem

Board.

B.6. Expert Board

B.6.1. Composition

The Expert Board is composed of individuals appointed upon proposal of the IO.E

Ecosystem Board who have relevant, multidisciplinary expertise relevant to the

development of the IO.E Ecosystem.

The members of the Expert Board are selected from the following categories and

should consist of individuals recognized for their expertise in the relevant areas:

• Academics;

• Entrepreneurs;

• Energy experts;

• Investors; and

• Neutral body.

The composition of the Expert Board adheres to the following principles:

(a) The Expert Board’s composition needs to ensure that all recommendations are

made in IO.E Ecosystem’s interest in order to pursue the long-term success of

IO.E Ecosystem;

(b) The members may not have any interests that are either opposed to or conflict

with IO.E Ecosystem’s activities, neither with regard to technical aspects nor of

a commercial or financial nature. This prohibition equally applies to

representatives of any legal entities to which any of the above circumstances

may be deemed applicable; and

(c) Independence of judgment is required in all recommendations to Ecosystem

Execution Team and IO.E Ecosystem Board.

The IO.E Ecosystem Board shall be entitled to appoint non-voting observers to the

Expert Board upon recommendation by the Expert Board, to attend meetings of the

Expert Board. and provide advice and guidance to the Expert Board.


15


The Expert Board shall be a consultative council. The Expert Board has no formal

decision making powers. Its sole competence is to make recommendations and thus

provide influence and guidance to the IO.E Ecosystem Board.

The Expert Board shall:

(a) promote the IO.E Ecosystem and make recommendations, hence providing

influence and guidance;

(b) determine clear and non-discretionary criteria for valid use cases;

(c) participate in the validation of the use cases and make recommendations to

the IO.E Ecosystem Board for final decision; and

(d) Support decision making during the Ideation Phase and Sandboxing Phase in

order to help the Ecosystem Execution Team to book progress.

Any data or information obtained or prepared by the Expert Board while carrying out

its tasks is deemed reserved and confidential and may only be disclosed to the IO.E

Ecosystem Board. Members of the Expert Board may not, after stepping down from

their posts, disclose any of such data or information.

B.6.3. Subcommittees

The Expert Board may decide to install several subcommittees, headed however by

the Expert Board, regarding specific groups of Participants or regarding specific use

cases, as the case may be.

The Expert Board shall decide upon the composition and responsibilities of such

subcommittees, on a case-by-case basis.

B.7. Ecosystem Execution Team

B.7.1. Composition

The Ecosystem Execution Team is composed of:

• Co.station specialists selected as advisor by the Regulated Actors based on

tender; and

• Representatives of the Regulated Actors.


16


The main responsibilities of the Ecosystem Execution Team include, to:

(a) ensure the day to day operations of the IO.E Ecosystem (ideation process,

delivery of services, …);

(b) maintain and develop an operational vision for IO.E Ecosystem and its activities

within the framework of the long-term strategy set by the IO.E Ecosystem Board;

(c) be responsible for building up an innovative start-up culture within IO.E

Ecosystem;

(d) budgeting decisions within a pre-approved budget;

(e) coordinate stakeholder management, including the facilitation of the ideation

process and the running of use cases;

(f) implement the Rules of Engagement and the Code of Conduct in the daily

management of IO.E Ecosystem; and

(g) be responsible for internal and external communication.

B.7.3. Interaction with IO.E Ecosystem Board

Appropriate procedures will be implemented to ensure seamless interaction between

the IO.E Ecosystem Board, Expert Board and Ecosystem Execution Team.

B.8. Amendments of the Rules of Engagement

The IO.E Ecosystem Board may amend the provisions of these Rules of Engagement at

any time. In the event of such amendment, the IO.E Ecosystem Board shall notify each

Participant of such amendment prior to such amendments coming into effect.

B.9. No partnership

Nothing herein contained shall be deemed or construed to create a partnership,

association or joint venture between the Participants.

Nothing herein contained shall be deemed or construed as creating an agency

relationship between the Participants and no Participant shall take any action which

could reasonably lead a third party to assume that it has the authority to bind any

other Participant or make commitments on such Participant's behalf.

B.10. Governing law

In the event of any dispute, controversy or claim arising out of or relating to these Rules

of Engagement, the relevant Parties shall first attempt in good faith to resolve the

matter. If Parties would not be able to resolve such matter within twenty (20) calendar

days after application, all disputes arising out of or in connection with these Rules of

Engagement will be settled by the competent courts of Brussels, applying Belgian Law.


17

Although this document has been drafted in English, judicial proceedings shall be held

in Dutch or French.

If a court of competent jurisdiction determines any provision, or any portion thereof, of

these Rules of Engagement to be unenforceable or invalid, then such provision shall

be deemed limited to the extent that such court deems it valid or enforceable and

the remaining provisions of these Rules of Engagement shall nevertheless remain in full

force and effect. The Parties agree in such case to start good faith negotiations in

order to substitute such invalid or unenforceable provision by a like provision to

accomplish the intent of Parties to the extent permitted by applicable law.

* *

*


18

Code of Conduct

IO.E ECOSYSTEM

7 FEBRUARY 2019


19

Introduction

This Code of Conduct (the “Code”) is intended to provide the Participants of IO.E

Ecosystem (the “Participants”) with an understanding on how we conduct business

and by which principles we are guided, professionalism and quality being our primary

focus.

We expect our Participants to adhere to this Code in the conduct of their business with

IO.E Ecosystem, more specifically towards other Participants. Our aim is to ensure a

sound governance structure.

Unless otherwise defined herein, all capitalized terms used in this Code shall have the

meanings ascribed to them in the Rules of Engagement.

Fair business practices

We conduct our business in a manner that is honest, ethical and compliant with

applicable legal and regulatory requirements. As such, we expect the same in our

relationship with all those with whom we do business.

Misrepresentations, misleading or dishonest statements are unacceptable in the

conduct of activities within the IO.E Ecosystem. Honesty based on clear

communications, including financial transparency, is integral to ethical behavior. The

resulting trustworthiness is essential to sound, lasting relationships.

We aim to establish mutually beneficial relationships with our Participants and clients,

which will stimulate productivity and long-term business relationships. Our goal is to

help our Participants and clients achieve success. We expect our Participants to refrain

from benefiting of or abusing a power imbalance between Parties. Agreements should

be fair and contain only the most necessary restrictions on the freedom of conducting

business for either Party. The Participants shall withhold from engaging in agreements

that ‘suffocate’ an other Party by imposing severe and/or abusive restrictions and

demands (e.g. exclusivity, non-competition and other clauses).

Conflicts of interest

Our Participants are expected to guard against any conflict of interest. As a

Participant, such a conflict may arise at any time in which their interest might influence

or give the appearance of influencing any action they take, judgment they make, or

advice they give.


20

Anti-competitive practices

Competition is a vital part of any business strategy. Nevertheless, it should not be used

as an excuse to compromise fundamental values. Engaging in illegal anti-competitive

collaboration with competitors, including on such things as pricing, marketing, product

development, market studies and proprietary or confidential information, is illegal and

therefore explicitly not allowed. In all contacts with competitors, discussing pricing

policies, terms and conditions, costs, marketing and product plans and any other

confidential information should be avoided.

Intellectual property

Intellectual property and its protection are of vital importance. The Participants shall

respect the intellectual property rights of all other Participants, and third parties, and

shall refrain from infringing them.

To the extent that Participants hold intellectual property rights in creations, works,

inventions or other, they may decide to grant a license to a Participant to use such

creations, works or inventions in the framework of its business, in exchange for

appropriate compensation.

Under no circumstances shall any Participant be expected to grant a royalty-free

license to IO.E Ecosystem or the Participants.

Restrictions applicable in ecosystem relationships

The IO.E Ecosystem is built on integrity. Therefore, Participants agree not to:

directly or indirectly solicit, receive, make or offer any payments, gifts, services or

any item of value as an inducement in connection with the conduct of any business

activity; or

directly or indirectly, derive any personal gain from agreements entered into with

IO.E Ecosystem.

The following are general rules which apply to the IO.E Ecosystem:


21

Participants shall refrain from making, offering, requesting or receiving any bribe or

similar improper inducement in connection with the undertaking of any

discretionary business decision;

Participants shall refrain from accepting gifts, entertainment, or favors from a

current or potential client or business partner; and

Agreements must be in writing and must clearly set forth the (i) products or services

involved, (ii) fees, and (iii) any applicable discounts. Fees must not be excessive in

light of common trade practice, and must be generally commensurate with the

value of the products purchased and/or services rendered.

Use of confidential information

The Participants recognize and accept that the Confidential Information (as defined

hereinafter) should be safeguarded and kept strictly confidential and used only for the

legitimate purposes for which it is provided to or held by IO.E Ecosystem.

For the purposes of this Code, “Confidential Information” shall mean, any non-public

information pertaining to a Participant’s business that is disclosed by a Participant (the

“Discloser”) to another Participant (the “Recipient”) whether in written or oral form,

expressly marked as confidential or not.

Shall not be considered Confidential Information, information which:

(a) was in the Recipient’s lawful possession prior to its receipt from the

Discloser, without any confidentiality restrictions attached to it;

(b) is or becomes generally available to the public through no breach of this

Code by the Recipient;

(c) was received in good faith by the Recipient from a third party that is not

subject to an obligation of confidentiality towards the Discloser;

(d) is independently developed by the Recipient without reference to or use

of the Discloser’s Confidential Information; or

(e) was disclosed by the Recipient with the written permission of the

Discloser.

Confidential information should only be disclosed on a "need to know" basis.


22

Insider trading

Securities laws in most of countries prohibit insider trading. These laws typically restrict

a person in possession of information, which is material, non-public information about

the securities, activities, or financial condition of a corporation, public entity, or other

issuer of securities or market developments from using such information to buy or sell

securities or to “tip” another person who then trades. These rules are designed to

protect the investing public from unfair trading practices.

In addition to complying with the obligations applicable to confidential information

contained in this Code, Participants are expected to refrain from insider trading.

Privacy

With respect to personal data held by IO.E Ecosystem in its own capacity relating to

the Participants and Active Consumers, specific and detailed rules of use apply under

data protection and/or privacy laws (including without being limited thereto EU

Regulation 2016/679).

These rules require that IO.E Ecosystem’s use of such personal data meets the following

requirements:

it must be fair and lawful;

it must be justified – including by consent, required for performance of a contract,

required by law, or on balance be appropriate when weighed against the data

subjects interest in the data not being used (special more stringent requirements

apply to sensitive data);

the use must be for a specified, legitimate purpose;

the personal data must be accurate, adequate, relevant and non-excessive, and

maintained no longer than necessary; and

the data subject must be granted certain rights to the data, including appropriate

rights of access, correction, blocking, erasure and objection and, in all events, the

right to prohibit use of the data for direct marketing purposes.

In order to ensure that IO.E Ecosystem’s processing and use of personal data meets

these requirements, the persons involved in such processing will be required at the

appropriate time to enter into tailormade data processing agreements setting forth

the the privacy and security requirements imposed by applicable privacy legislation.


23

Fair and respectful treatment

Everyone we do business with is entitled to fair and evenhanded treatment. No

employee, client or Participant should be advantaged or disadvantaged by

characteristics unrelated to their business skills and qualifications.

We respect and value individual differences. Race, color, religion, gender, national

origin, age, disability, sexual orientation, or any other factors unrelated to skills,

qualifications and capabilities should not be a basis for favoritism or any other

discriminatory behavior regarding any current or prospective client, Participant or

employee.

Limitations, modifications and amendment

This Code sets out a broad range of information and guidance regarding the

standards of integrity and business conduct that IO.E Ecosystem Participants are

expected to follow. It does not purport to be exhaustive in addressing each situation,

rule or policy, and it does not substitute for your responsibility and accountability in

exercising good judgment and obtaining appropriate guidance when required. It is

the Participants their responsibility to seek guidance or legal advice if needed.

Under no circumstances will a violation of this Code automatically result in indemnities.

Indemnities can only be awarded by the appointed court of law.

This Code is not intended to confer any special rights or privileges upon specific

individuals or to provide greater or lesser rights under applicable law.

This Code is not a contract, and the IO.E Ecosystem Board retains the right to change,

modify, suspend, interpret or eliminate (retroactively or proactively) any provision of

this Code, provided prior notice of such change, modification, suspension,

interpretation or elimination is given to the Participants prior to such action coming

into force and effect.

In any event, if a Participant would no longer wish to participate in the IO.E Ecosystem

following any aforementioned action in respect of the provisions of this Code, such

Participant shall have the right to terminate its membership of the IO.E Ecosystem in

accordance with Article B.3.2.2. of the Rules of Engagement.

In addition, from time to time IO.E Ecosystem may promulgate policies or practices,

which shall be applicable to the conduct of business by IO.E Ecosystem.

rules of engagement - io.energy ecosystem · rules of engagement ... allow new capabilities for...

Documents